Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (GTT Communications, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the cash payable pursuant to the Offer, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Superclick Inc), Agreement and Plan of Merger (Cardtronics Inc), Agreement and Plan of Merger (At&t Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Goodman Global Inc), Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Triquint Semiconductor Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock dividend, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, as the case may be, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Iii Agreement and Plan of Merger (Prima Energy Corp), Stockholder Agreement (Wiser Oil Co)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Bancinsurance Corp), Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger (Soundbite Communications Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock Company Common Stock, or securities convertible or exchangeable into or exercisable for shares of the Company Common Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Common Stock, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Somera Communications Inc), Agreement and Plan of Merger (Dupont Photomasks Inc), Agreement and Plan of Merger (General Electric Co)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockis declared with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, consolidation, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stocksimilar transaction, all references herein to a specified number of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Per Share Amount, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Portola Pharmaceuticals Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Barra Inc /Ca), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Fedex Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend dividend, or distribution paid in stockany similar transaction, or any record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Opower, Inc.), Agreement and Plan of Merger (CERNER Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Roadhouse Grill Inc), Agreement and Plan of Merger (Steakhouse Partners Inc), Agreement and Plan of Merger (Nabisco Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, all references herein to specified numbers of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Higher One Holdings, Inc.), Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Actuate Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occurhave been changed into a different number of shares or a different class or number of classes of shares, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares Shares (or securities convertible or exchangeable into or exercisable for Shares) shall occur as a result of capital stock of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, merger or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately correspondingly adjusted to reflect such change.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Merger (Wrigley Wm Jr Co), Agreement and Plan of Merger (Claires Stores Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than an increase in the number of shares outstanding as a result of the exercise of any Company Compensatory Award in accordance with its terms), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend dividend, or distribution paid in stockany record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Micros Systems Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company (other than as contemplated in Section 4.2 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Datum Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tradestation Group Inc), Agreement and Plan of Merger (Tasty Baking Co), Tender and Voting Agreement (Computer Software Innovations, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sorensen Trust), Agreement and Plan of Merger (Ablest Inc), Agreement and Plan of Merger (Westaff Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective TimeDate, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockis declared with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.
Appears in 3 contracts
Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) ), or combination, exchange exchange, or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (nFusz, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of options outstanding as of the date hereof to purchase shares of Company Stock granted under the Company’s stock option or distribution paid in stockcompensation plans or arrangements, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hanesbrands Inc.), Agreement and Plan of Merger (Intl Fcstone Inc.), Agreement and Plan of Merger (Maidenform Brands, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquirer or the Company (other than as contemplated in Section 3.2 or Section 4.2 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan (S3 Inc), Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period If between the date of this Agreement and the Effective TimeTime the number of outstanding Company Shares shall have been changed into a different number of shares or a different class, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any stock dividend, subdivision, reclassification, recapitalization, stock split (including reverse stock split) or -up, combination, exchange of shares or readjustment of shares, or any stock dividend or distribution paid in stockthe like other than pursuant to the Merger, the amount of Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately correspondingly adjusted to reflect such changeand, if and as appropriate, all other appropriate corresponding adjustments shall be made.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Movie Gallery Inc), Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger (Varsity Brands Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between from the date of this Agreement and through the Effective Time, any change in the outstanding shares of capital stock Company Capital Stock or securities convertible or exchangeable into or exercisable for shares of the Company Capital Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Capital Stock, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement Per Share Amount shall be appropriately adjusted to reflect such change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hanover Direct Inc), Agreement and Plan of Merger (Blue Martini Software Inc), Agreement and Plan of Merger (Vitria Technology Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect provide the holders of shares of Common Stock the same economic effect as contemplated by this Agreement prior to such changeevent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arv Assisted Living Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC), Agreement and Plan of Merger (Center Healthcare, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement Date and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Stellent Inc), Agreement and Plan of Merger (Metasolv Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect eliminate the effect of such changeevent on the Merger Consideration or any such other amounts payable pursuant to this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energizer Holdings Inc), Agreement and Plan of Merger (Playtex Products Inc), Agreement and Plan of Merger (Energizer Holdings Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Gannett Co Inc /De/), Agreement and Plan of Merger (Pulliam Myrta J)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares), or any stock dividend or distribution paid in stockthereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hyperion Solutions Corp), Agreement and Plan of Merger (24/7 Real Media Inc), Agreement and Plan of Merger (Oracle Corp)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason will occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall will be appropriately equitably adjusted to reflect such change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Powersecure International, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid with a record date during such period (excluding, in stockeach case, normal quarterly cash dividends), the Merger Consideration and any other amounts payable pursuant to this Agreement similarly dependent items shall be appropriately equitably adjusted to reflect such change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elecsys Corp), Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Russell Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of Company Stock Options or distribution paid in stockvesting of Company RSUs outstanding as of the date of this Agreement, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vicuron Pharmaceuticals Inc), Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Astellas Pharma Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the applicable Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Resorts Inc), Agreement and Plan of Merger (Vail Resorts Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from the vesting or distribution paid in stocksatisfaction of performance conditions applicable to any Company RSAs, Company PSAs or exercise of Company Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, consolidation, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, all references herein to a specified number of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Merger Consideration and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corium International, Inc.), Agreement and Plan of Merger (Gurnet Holding Co)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipsco Inc), Agreement and Plan of Merger (Ns Group Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period If between the date of this Agreement and the Effective TimeTime the number of outstanding Company Shares shall have been changed into a different number of shares or a different class, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any stock dividend, subdivision, reclassification, recapitalization, stock split (including reverse stock split) or split- up, combination, exchange of shares or readjustment of shares, or any stock dividend or distribution paid in stockthe like other than pursuant to the Merger, the amount of Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately correspondingly adjusted to reflect such changeand, if and as appropriate, all other appropriate corresponding adjustments shall be made.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger (Hollywood Entertainment Corp)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between from the date of this Agreement and through the Effective Time, any change in the outstanding shares of capital stock Company Capital Stock or securities convertible or exchangeable into or exercisable for shares of the Company Capital Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Capital Stock, or any stock similar transaction, or any dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts consideration payable pursuant to this Agreement in respect of such shares shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aspect Software Group Holdings Ltd.), Agreement and Plan of Merger (SmartRent, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeequitably adjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capricorn Investors Iii L P), Agreement and Plan of Merger (Tcby Enterprises Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Republic or Allied shall occur, including occur by reason of any reclassification, recapitalization, stock split (including split, reverse stock split) , subdivision or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration Exchange Ratio and any other amounts payable pursuant to Section 2.05(f) or Section 2.07 of this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Republic Services Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the ----------- date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquirer or the Company (other than as contemplated in Section 3.2 or Section 4.2 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or the Parent shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement Exchange Ratio shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockor otherwise with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such changechange and to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiation Therapy Services Inc), Agreement and Plan of Merger (Vestar Capital Partners v L P)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Buyer or the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any similar transaction; or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect provide the holders of shares of Company Common Stock the same economic effect, in the aggregate, as contemplated by this Agreement prior to such changeevent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Electronic Publishers Inc), Agreement and Plan of Merger (Saunders Acquisition Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from any exercise of Company Option Awards or distribution paid in stocksettlement of Company Cash RSUs or Company Stock RSUs, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conagra Foods Inc /De/), Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided that no additional cash shall be payable by Dentsu pursuant to reflect any such changeadjustment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bcom3 Group Inc), Agreement and Plan of Merger (Publicis Groupe Sa)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including any reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and Exchange Ratio shall be appropriately adjusted to eliminate the effect of such event on the Exchange Ratio or any such other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Trimeris Inc)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Acquiror or the Company (other than as contemplated in Section 3.05 or Section 4.05 or permitted under this Agreement) shall occur, including including, without limitation, by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement Preferred Merger Consideration shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobil Corp), Agreement and Plan of Merger (Exxon Corp)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.. 26995100v.1
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during that period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Vans Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration Consideration, the Escrow Holdback, and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Mercury Interactive Corporation)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Packeteer Inc), Agreement and Plan of Merger (Blue Coat Systems Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration Shares and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On-Air Impact, Inc.), Agreement and Plan of Merger and Reorganization (Romulus Corp.)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger applicable Share Consideration and the applicable Warrant Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mueller Water Products, Inc.), Agreement and Plan of Merger (Walter Industries Inc /New/)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock stock, split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period or distribution paid as otherwise contemplated in stockSection 3.11 of the Company Disclosure Schedule, the Merger Consideration and any other amounts payable pursuant to this Agreement Per Share Amount shall be appropriately adjusted to reflect such changeappropriately.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Esperion Therapeutics Inc/Mi)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock or equity securities of the Target Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon or distribution paid in stockother similar event with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Enterprises Inc), Agreement and Plan of Merger (Pulitzer Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance or redemption of shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Castle Brands Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occuroccur (other than the issuance of additional shares of capital stock of the Company as permitted by Section 6.01(c)), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Offer Price and the Merger Consideration (as applicable) and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to fairly reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any there is a change in the fully diluted number of outstanding shares of capital stock of the Company shall occur, including by reason as a result of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of sharesshares (other than the exchange of LLC Units for Company Common Stock pursuant to Section 2.1(e) below), or any stock dividend or stock distribution paid in stockwith a record date during such period, the Offer Price and Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.), Agreement and Plan of Merger (Norcraft Companies, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid thereon with a record date during such period, but excluding any change in stockthe number of outstanding Company Shares that results from any exercise of Company Stock Options outstanding as of the date hereof, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phoenix Technologies LTD), Agreement and Plan of Merger (Eresearchtechnology Inc /De/)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stock, thereon with a record date during such period the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire Pharmaceuticals Group PLC), Agreement and Plan of Merger (Transkaryotic Therapies Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any a change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or , combination, exchange or readjustment of shares, shares or any stock dividend or distribution paid in stocksimilar event, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeappropriately.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Buyer or the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect provide the holders of shares of Company Common Stock the same economic effect, in the aggregate, as contemplated by this Agreement prior to such changeevent.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, Time any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration Per-Share Cash-Out Amount and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, Time any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to under this Agreement in respect of the Company Shares and the Options shall be appropriately equitably adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid thereon with a record date during such period, but excluding any change in stockthe number of outstanding Company Shares that results from any exercise of Company Stock Options outstanding as of the date hereof, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeequitably adjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Princeton Security Technologies, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharescapital stock, or stock dividend thereon with a record date during such period, or any stock dividend or distribution paid in similar event relating to the capital stock, the applicable Per Share Merger Consideration, Option Consideration and Warrant Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of any of the Company Companies shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid with a record date during such period (excluding, in stockeach case, normal quarterly cash dividends), the allocation of the Merger Consideration and any other amounts payable pursuant to this Agreement similarly dependent items shall be appropriately equitably adjusted to reflect such change.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement Signing Date and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and shall be equitably adjusted; PROVIDED, HOWEVER, that nothing contained herein shall be deemed to permit any other amounts payable action that the Company is otherwise prohibited from taking pursuant to this Agreement shall be appropriately adjusted to reflect such changeAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CVC European Equity IV (AB) LTD)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the applicable Final Merger Consideration for each affected class or series of Shares and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Star Quality Care Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement hereof and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted adjusted; provided, however, that nothing in this Section 2.07 shall be construed to reflect such changepermit the Company to take any action that is otherwise prohibited by the terms of this Agreement.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesCommon Shares or Preferred Shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Election Share Consideration, the Common Share Consideration and the Option Consideration or Preferred Merger Consideration Consideration, as applicable, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares Shares of capital stock of the Company Stock shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of capital stock Company Common Stock or other securities convertible therefor shall occur as a result of the Company shall occur, including by reason of any a reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Offer Price and Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Epicor Software Corp)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective TimeClosing, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including reverse stock split) ), combination or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockexchange, the Merger Consideration number of Acquired Shares and any other amounts payable pursuant to this Agreement the Per Share Purchase Price shall be appropriately equitably adjusted to reflect eliminate the effect of such changeevent on the number of Acquired Shares and the Per Share Purchase Price.
Appears in 1 contract
Samples: Investment Agreement (Express, Inc.)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of there is any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period relating to the Company Stock, but excluding any change that results from any exercise of options to purchase shares of Company Stock granted under the Company's stock option or distribution paid in stockcompensation plans or arrangements, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend (but excluding any change due to the exercise of stock options outstanding as of the date of this Agreement), or distribution paid in stockany record date for any such purpose shall be established, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting Notwithstanding the other provisions of this Agreementforegoing, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any stock dividend, reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, shares or any stock dividend or distribution paid in stocksimilar event, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately equitably adjusted to reflect such change. Nothing in this Section 2.1(e) shall be construed to permit the Company to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company NWS shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) ), or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockdividend, all references herein to a specified number of shares affected thereby, and any calculations that are based upon such numbers of shares affected thereby, including the Merger Consideration Per Share Amount and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ariad Pharmaceuticals Inc)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockstock (but excluding the conversion of outstanding Company Class B Stock and Company Series A Convertible Stock into Company Common Stock), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect any such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Telecommunications International Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, but excluding any change that results from the vesting of any Company RSAs or distribution paid in stockCompany PSAs or exercise of Company Options, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Second Merger Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company Shares shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesShares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C H Robinson Worldwide Inc)
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period (but excluding the effect of any exercise of Company Options that are outstanding as of the date of this Agreement), the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted equitably adjusted, without duplication, to proportionally reflect such change.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Original Agreement Date and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharescapital stock, or stock dividend thereon with a record date during such period, or any stock dividend or distribution paid in similar event relating to the capital stock, the applicable Per Share Merger Consideration, Option Consideration and Warrant Consideration, and any other amounts payable pursuant to this Agreement Agreement, shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason have been changed into a different number of shares as a result of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Aircraft Investors)
Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and shall be equitably adjusted; provided, however, that nothing contained herein shall be deemed to permit any other amounts payable action that the Company is otherwise prohibited from taking pursuant to this Agreement shall be appropriately adjusted to reflect such changeAgreement.
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Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the First Effective Time, any change in the number of outstanding shares Shares (or securities convertible or exchangeable into or exercisable for Shares) shall occur as a result of capital stock a conversion of the Company shall occurPreferred Shares, including by reason of any reclassification, recapitalization, stock split (including a reverse stock split) ), or combination, exchange or readjustment of shares, merger or any stock dividend or stock distribution paid in stockwith a record date during such period, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately correspondingly adjusted to reflect such change.
Appears in 1 contract
Samples: Voting Agreement (Diligent Corp)
Adjustments. Without limiting the other provisions of this Agreement, if at any time If during the period between from the date of this Agreement and through the Effective Time, any change in the outstanding shares of capital stock Company Capital Stock or securities convertible or exchangeable into or exercisable for shares of the Company Capital Stock, shall occur, including occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of sharesshares of Company Capital Stock, or any similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Merger Consideration and any other amounts consideration payable pursuant to this Agreement in respect of such shares in accordance with Section 2.6(a) shall be appropriately adjusted to reflect such change.
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Adjustments. Without limiting the other provisions of this Agreement, if If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Public Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse dividend, stock split) , or combination, exchange or readjustment of sharesshares of capital stock of Public Company, or any stock dividend or distribution paid in stockthereof, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such changeadjusted.
Appears in 1 contract
Adjustments. Without limiting the other provisions of this AgreementIf, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason as a result of any reclassification, recapitalization, stock split (including reverse stock split) or ), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend or distribution paid in stockthereon with a record date during such period, the Offer Price, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect eliminate the effect of such changeevent on the Offer Price, the Merger Consideration or any such other amounts payable pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ralcorp Holdings Inc /Mo)
Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.Table of Contents
Appears in 1 contract
Samples: Contents Agreement and Plan of Merger (Animal Health International, Inc.)